tp8k_mettler.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November 1, 2007
Mettler-Toledo
International Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
|
File
No. 001-13595
(Commission
File Number)
|
13-3668641
(I.R.S.
Employer Identification No.)
|
Im
Langacher, 8606 Greifensee, Switzerland
and
1900
Polaris Parkway, Columbus, Ohio 43240
__________________________________________
(Address
of principal executive offices) (zip code)
+41
44
944 2211 and +1 614 438 4511
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November
1, 2007, Mettler-Toledo
International Inc. (“Mettler-Toledo”) announced that its Board of Directors had
approved a management succession plan. On November 1, 2007, the Board
elected Robert F. Spoerry to the position of Executive Chairman of the Board
and
Olivier Filliol to the positions of President and Chief Executive Officer,
in
each case effective on January 1, 2008.
Oliver
Filliol joined Mettler-Toledo in 1998 and has been responsible for the company’s
Global Sales, Service and Marketing operations, as well as the company’s China
operations, since 2004. He has also been the Division Head for the
Process Analytics business since 2000. Before joining Mettler-Toledo,
he worked with the international consulting firm Bain &
Company.
Mr.
Spoerry will remain an employee of Mettler-Toledo in the role of Executive
Chairman of the Board. In this function, he will initially help
assure a smooth transition to the new CEO; on an ongoing basis, he will assist
in strategic, organizational and corporate governance matters, as well as
facilitate interaction between the Board of Directors and management and assist
with other matters as determined from time to time in agreement with the Board
of Directors and CEO.
New
Employment Agreements. In connection with this management
succession the company entered into new employment agreements with Messrs.
Filliol and Spoerry dated November 1, 2007. The agreements are
governed by Swiss law and replace the prior employment
agreements. The agreements call for base salaries for Mr. Filliol and
Mr. Spoerry of CHF 750,000 and CHF 600,000, and target bonuses of
CHF 375,000 and CHF 300,000, respectively. The actual bonus
earned depends on target achievement, pursuant to the regulations of the POBS
Plus Incentive Plan for Members of Group Management. This is the same
bonus plan Mr. Filliol and Mr. Spoerry participated in
previously. The individuals are entitled to participate in the
company’s equity incentive plan. The company bears the cost of
contributions to Mettler-Toledo Fonds (a type of Swiss pension plan), as well
as
the cost of accident and disability insurance.
The
agreements may be terminated by either party on 12 months notice to the end
of a
month. The individuals may not compete with the company for a period
of 12 months after termination. If the company terminates Mr.
Filliol’s employment within the first two years without cause, it must make an
additional payment to Mr. Filliol of CHF 1.125 million (equivalent to one year’s
current target salary). Mr. Filliol must acquire at least 15,000 MTD
shares by the end of 2010, and must hold such shares until at least one year
following his last day of employment. Mr. Filliol may not serve on
any third party board of directors through the end of 2010, after which third
party board service is conditioned on prior approval by the Board.
This
description of the employment agreements is qualified by reference to the full
text of the agreements, which are attached to this report as Exhibits 10.1
and
10.2.
In
addition, a copy of the press release issued by the company on November 1,
2007
announcing the management succession plan is furnished hereto as Exhibit 99.1
to
this report.
Item
9.01 Financial Statements and Exhibits
Exhibit
No. Description
|
10.1
|
Employment
Agreement between Mettler-Toledo International Inc. and Olivier A.
Filliol, dated November 1, 2007.
|
|
10.2
|
Employment
Agreement between Mettler-Toledo International Inc. and Robert F.
Spoerry,
dated November 1, 2007.
|
|
99.1
|
Press
release regarding management succession plan, dated November 1, 2007, issued
by Mettler-Toledo International
Inc.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
METTLER-TOLEDO
INTERNATIONAL INC.
|
| Dated:
November 1, 2007 |
By:
|
/s/
William P. Donnelly
|
| |
William
P. Donnelly
|
| |
Chief
Financial Officer
|
Exhibit
Index
Item
9.01 Financial Statements and Exhibits
Exhibit
No. Description
|
10.1
|
Employment
Agreement between Mettler-Toledo International Inc. and Olivier A.
Filliol, dated November 1, 2007.
|
|
10.2
|
Employment
Agreement between Mettler-Toledo International Inc. and Robert F.
Spoerry,
dated November 1, 2007.
|
|
99.1
|
Press
release regarding management succession plan, dated November 1, 2007, issued
by Mettler-Toledo International
Inc.
|